Every time you're ready to count Woody Allen out for good, he comes back and surprises you.

Vicky Cristina Barcelona, the fourth picture Allen has made in what will become known as his European exile (Match Point, Scoop, Cassandra's Dream), has the lightness of touch and astute insight of Manhattan and Husbands and Wives. It's not on the same level as those movies -- it's not nearly as lasting or haunting -- but it has the same inviting quality and emotional accessibility, and there are long stretches in it where you don't feel Allen is repeating himself, a rare feeling among his latter-day work.

The movie is also about something: the elusive, ever-shifting nature of love, and how relationships, both good and bad, change on a daily basis. The setting is Barcelona, where two American women -- the free-spirited, restless Cristina (Scarlett Johansson) and the more settled, soon-to-be-married Vicky (Rebecca Hall) -- have come to spend the summer. Navigating Allen's usual backdrops of cafes and art galleries, they meet the handsome Spanish painter Juan Antonio (Javier Bardem), who boldly propositions the two women by inviting them to hop on his plane to the nearby town of Oviedo for a weekend of sightseeing and sex.

Vicky is taken aback by Juan's bluntness, while Cristina is both intrigued and seduced by the charismatic Spaniard. ''Life is short, dull and full of pain,'' he says to them. ''Why not seize any opportunity for pleasure?'' That come-on turns out to be the crux of Vicky Cristina Barcelona, which uses the various relationships between its characters to show how it is probably better to take the leap, regardless of whether it works out, than to have not taken it at all. Memories, good or bad, are preferable to regret.

Allen always has been fond of romantic triangles, but this time he creates a rectangle: In addition to Juan's individual affairs with Vicky and Cristina, neither of which plays out exactly as anyone planned, the movie's energy is elevated a few notches with the mid-film entrance of Juan's ex-wife Maria Elena (Penélope Cruz), who is crazy as a loon, once tried to kill her husband and has now taken to trying to kill herself.

The tangle of sexual and emotional bonds the characters form is part of Vicky Cristina Barcelona's charm: Allen often surprises us with the paths his characters take, and a voice-over narrator (Christopher Evan Welch), who comments on the action from an omniscient perspective, allows Allen to dispense with certain bits of exposition and maintain the film's brisk pace.

Cruz, who has never been able to fully show what she's capable of as an actress in an English-language film, takes to the role of the dark-haired hellcat with a sexy, bewitching fury: You can see why Juan is still in love with her, despite the grief she is constantly raining down on him. Allen allows Cruz and Bardem to switch into Spanish at will in their scenes together, and the trick brings out a vitality in their performances that rivals their best work in their native Spain.

But the central character in Vicky Cristina Barcelona turns out to be the somewhat repressed and methodical Vicky, whose angst over the temptation to succumb to the sexual and emotional freedom Barcelona comes to represent is beautifully played by Hall. Allen derives considerable humor from her relationship with her fiancé (Chris Messina), a New York City hotshot who is loving, considerate, responsible and attentive to her every need. What he doesn't do for Vicky is what Spain, and specifically Juan Antonio, have done: spark a passion and impulsiveness she didn't even know existed.

Vicky Cristina Barcelona argues that when it comes to romance, the grass really is always greener on the other side. It's a rather melancholy, even tragic undertone to an otherwise breezy, funny and romantic charmer.

Cast: Scarlett Johansson, Rebecca Hall, Javier Bardem, Penélope Cruz, Chris Messina, Patricia Clarkson, Kevin Dunn

Writer-director: Woody Allen

Producers: Letty Aronson, Stephen Tenenbaum, Gareth Wiley

An MGM release. Running time: 97 minutes. In English and Spanish with English subtitles. Vulgar language, sexual situations, adult themes. Playing at area theaters.

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